Legal

8.2. Reliance on Content. Client is solely responsible for any actions, omissions, and/or decisions it makes based on the information made available to Client through the Services. 8.3. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUILT MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND THE PROFESSIONAL SERVICES, OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE, LOSS OF DATA OR RESULTS OF USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, BUILT DISCLAIMS ANY WARRANTY THAT THE SERVICES OR THE PROFESSIONAL SERVICES WILL BE ACCURATE, ERROR-FREE, OR UNINTERRUPTED. BUILT MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, NONINFRINGEMENT, COURSE OF DEALING, OR COURSE OF PERFORMANCE. 8.4. Limitation of Liability. OTHER THAN FOR DAMAGES ARISING OUT OF AN INDEMNIFICATION OBLIGATION HEREUNDER, A DATA PROTECTION CLAIM, OR FOR PAYMENT OF FEES REQUIRED BY THE AGREEMENT, EACH PARTY'S TOTAL LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO ALL FEES PAID TO BUILT BY CLIENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR DAMAGES ARISING OUT OF A DATA PROTECTION CLAIM, EACH PARTY'S TOTAL LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION EXCEPT FOR CLAIMS FOR PAYMENT OF FEES REQUIRED BY THE AGREEMENT, IS LIMITED TO THREE TIMES (3X) ALL FEES PAID TO BUILT BY CLIENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. A DATA PROTECTION CLAIM IS DEFINED AS ANY CLAIM ARISING FROM A PARTY'S BREACH OF SECTION 4 (CONFIDENTIALITY AND SECURITY) OR SECTION 6.3 (PRIVACY POLICY), WHERE SUCH BREACH RESULTS IN THE UNAUTHORIZED DISCLOSURE OF CLIENT DATA. UNDER NO CIRCUMSTANCES WILL A PARTY HAVE LIABILITY WITH RESPECT TO THE SERVICES OR THE PROFESSIONAL SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES, LOSS OF PROFITS, INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, LOSS OF DATA, THE COST OF COVER, SECURITY AND DATA BREACHES, AND FAILURE TO ACCESS THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.5. Client Managed Inspectors Warranty Disclaimer and Limit of Liability. BUILT MAKES NO WARRANTIES EXPRESS OR IMPLIED AND SHALL HAVE NO LIABILITY RELATED TO CONSTRUCTION SITE INSPECTORS SOURCED AND MANAGED BY CLIENT ("CLIENT MANAGED INSPECTORS"). CLIENT IS SOLELY RESPONSIBLE FOR: (a) EVALUATING, SELECTING, AND PAYING CLIENT MANAGED INSPECTORS, AND (b) OVERSEEING ALL ASPECTS OF THE SERVICES PROVIDED BY CLIENT MANAGED INSPECTORS. 9. GENERAL TERMS 9.1. Insurance. Built, at its sole cost and expense, will maintain the insurance coverage outlined in the Insurance Requirements Exhibit available at www.getbuilt.com/legal/lenderam-legal-v1022/. 9.2. Client Right to Audit. Upon written request and at no additional cost to Client, Built shall provide Client, or its appropriately qualified third-party representative (collectively, the "Auditor"), access to reasonably requested documentation evidencing Built's compliance with its obligations under this Agreement in the form of (i) Built's SOC 2 Type II audit and (ii) Built's most recently completed industry standard security questionnaire, such as a SIG. 9.3. Built Right to Audit. Built, or its designee, will have the right to perform audits at Built's expense regarding Client's use of the Services, at reasonable intervals, upon reasonable notice during the Term and a period of one (1) year after termination of this Agreement. Client agrees to make all relevant information available to Built, and as appropriate, to Built's designee. 9.4. Force Majeure. "Force Majeure Event" means any act or event that: (a) prevents a Party (the "Nonperforming Party") from performing its obligations or satisfying a condition to the other Party's (the "Performing Party") obligations under this Agreement; (b) is beyond the reasonable control of and not the fault of the Nonperforming Party; and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, or insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other Party's performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party's obligations, the Nonperforming Party will immediately resume performance under this Agreement. The relief offered by this section is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event. 9.5. Export Control. Built acknowledges and agrees that it will not export or re-export, directly or indirectly, any United States origin commodities, technology, technical data or software acquired from Client, or any direct product of or item incorporating such commodities, technology or technical data: (i) in violation of the export laws and regulations of the United States, including the regulations of the U.S. Department of Commerce's Bureau of Industry and Security, the Treasury Department's Office of Foreign Assets Control, the U.S. State Department's Directorate of Defense Trade Controls, or any other relevant national government authority; (ii) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all Lender & Asset Manager MSA v.10.22

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